Mergers & Acquisitions
M&A is one of the key practice areas that helps to define YKVN’s market leading position. We have built a practice that covers a broad range of matters, including privatization, public M&A, private M&A and PE transactions and are widely recognized as a tier-one law firm in these areas.
Our lawyers can handle complex transactions with precision and speed. We have the knowledge, infrastructure, technical capability and strategic perspective that are invaluable in helping to clients select, implement and coordinate their strategies in Vietnam.
Our experience with relevant transactions and critical mass of lawyers in our offices in Hanoi, Ho Chi Minh City and Singapore ensure legal advice at standards essential for such transactions, and the economies that result from experienced, coordinated transaction management.
We have worked on most if not all key privatization deals (Vietcombank, Vietinbank, Vietnam Airlines and Petrolimex) and landmark public and private M&A deals (including SK’s US$1 billion investment in Vingroup, GIC’s US$1.3 billion investment in Vinhome, the merger between Masan’s consumer business and Vingroup’s retail business and Shinhan Bank’s acquisition of the retail business of ANZ Vietnam).
The Best M&A Advisor of the Year
(Vietnam M&A Forum)
M&A Law Firm of the Year in Vietnam
(Global Law Experts Awards)
Foreign Investment Law Firm of the Year
(Lawyers World Award)
“YKVN is very active, we often see them on the biggest deals in the jurisdiction.”
“I would recommend YKVN because it understands and respects the transparency requirements of large, publicly held multinational companies […]”
“The team is a joy to work with. The work product is excellent – they’re smart, commercially sound and internationally oriented.”
- Advised Vietnam Joint Stock Commercial Bank for Foreign Trade (Vietcombank) in the strategic sale of a 15% stake to Mizuho Corporate Bank, Ltd. Vietcombank is one of the four leading state-owned banks in Vietnam. It is the biggest M&A deal in Vietnam in 2011 and named “Deal of Year” in 2011 by Asian Counsel. We subsequently advised Vietcombank on a sale of a significant stake to GIC, the Singapore sovereign wealth fund, in 2019;
- Advised Vietnam Joint Stock Commercial Bank for Industry and Trade (Vietinbank) in the strategic sale of a 20% stake to Bank of Tokyo-Mitsubishi UFJ Ltd. Vietinbank is one of the four leading state-owned banks in Vietnam. It is the biggest M&A deal in Vietnam in 2013 and named “Deal of Year” in 2013 by Asian Counsel;
- Advised Vietnam Airlines Corporation (VNA) in the strategic sale of a strategic stake to ANA Holdings. It is one of the biggest M&A deals in Vietnam in 2015-2016;
- Advised Vietnam National Petroleum Group (Petrolimex) in the strategic sale of a strategic stake to JX Energy. It is one of the biggest M&A deals in Vietnam in 2015-2016;
- Advised Vingroup Joint Stock Company (Vingroup) in the sale of a 6.1% stake to SK Group for USD 1 billion. This is the largest investment in a Vietnamese listed company so far and the transaction agreements are amongst the most complex corporate transactions in Vietnam to date;
- Advised Masan Group Corporation on its sale of 9.4% treasury shares to SK. The deal value is approximately USD 470 million. This is probably the largest ever sale of treasury shares by a listed company in Vietnam in 2018;
- Advised Temasek International Pte Ltd in its acquisition of a significant stake in VNG, the top provider of internet content in Vietnam and one of the few “unicorns” in Southeast Asia;
- Advised Vietnam Aviation Corporation (ACV) and the Ministry of Transportation in the strategic sale of a strategic stake to a strategic investor;
- Advised Sabeco in the divestment of a controlling stake in Sabeco. This is the biggest equity deal in Vietnam so far and one of the biggest deals in Asia in 2017;
- Advised SCIC in the divestment of 5.1% and 3.3% stakes in Vinamilk. This is one of the biggest equity deals in Vietnam in 2016 and 2017;
- Advised GIC in the pre-IPO investment in Vinhome and investments in its subsidiaries, totaling USD 1.3 billion. It is one of the biggest M&A deals in Vietnam in 2018;
- Advised Vietnam Technological and Commercial Bank (Techcombank) in the share buyback from HSBC;
- Advised Vietnam Technological and Commercial Bank (Techcombank) in the pre-IPO investment of Warburg Pincus;
- Advised the controlling shareholders of a large listed company on their attempts to sell a controlling stake to foreign shareholders; and
- Advised certain foreign shareholders on their divestments in Duoc Hau Giang, a company listed on the Ho Chi Minh City Stock Exchange.
- Advised Shinhan Bank Vietnam in relation to the acquisition of the retail business of ANZ Vietnam (US$240.9 million in lending assets and US$605 million in deposits) in 2017. This is the first banking asset sale of this magnitude in the Vietnam market;
- Advised Central Group, one of the leading family-owned conglomerates in Thailand with interests in real estate, department stores, retailing, hospitality and restaurants, in the acquisition of the Big C Vietnam network of 43 stores and 30 shopping malls in Vietnam under the BIG C brand from Casino Group at an enterprise value of USD 1.14 billion. This is the biggest M&A deal in Vietnam in 2016;
- Advised Masan Group in the USD 1.1 billion strategic sale of its 2 key subsidiaries to Singha, a subsidiary of Boon Raw Brewery. Boon Raw is one of the leading family-owned conglomerates in Thailand with interests in brewery and other consumer products. It is the biggest M&A deal in Vietnam in 2015;
- Advised Central Group in the acquisition of a strategic stake in Nguyen Kim Trading JSC, one of the biggest electronics retailers in Vietnam. It is one of the biggest M&A deals in Vietnam in 2015. We have also assisted Central Group in other investments in Vietnam, including Lan Chi marts and Zalora;
- Advised Prudential Holborn Life Limited in relation to its sale of 100% equity in Prudential Vietnam Finance Company Limited (PVFC) to Shinhan Card Co., Ltd;
- Advised JD.com in the acquisition of 21.20% with an option to raise up to 35% shareholding in Ti Ki Corporation, Vietnam’s leading B2C e-commerce platform; and
- Advised TNK-BP in the acquisition of BP’s Vietnamese assets. The due diligence was voluminous and had to be completed in a very short time frame.
- Advised a global private equity firm in its attempt to acquire a controlling stake in a Vietnamese bank;
- Advised a global private equity firm in its attempt to provide Tier 2 capital subordinated debt financing to a Vietnamese bank;
- Advised TPG in its attempt to acquire the hotel business of Vingroup in Vietnam;
- Advised Masan Group Corporation in the pre-IPO convertible bond issuance to TPG by Masan Group Corporation. This is the first pre-IPO convertible bond issuance in Vietnam;
- Advised Masan Group Corporation in the purchase of 49% shares in Masan Agri from TPG;
- Advised Masan Group Corporation and its subsidiaries in the USD 160 million investment by KKR in 2011 and the subsequent USD 200 million investment by KKR in 2012. This is the biggest PE investment in Vietnam so far;
- Advised Masan Group Corporation and Masan Nutri Science in the USD 250 million investment by KKR in 2017;
- Advised Masan Group Corporation and its subsidiaries in various equity and debt financings with Goldman Sachs, IFC, BankInvest and Mekong Capital;
- Advised a consortium of private equity investors led by Warburg Pincus in their acquisition of a controlling stake in Vincom Retail. This deal was named “Best Deal of Vietnam” by Finance Asia;
- Advised VinaCapital in its acquisition of Mobile Information Services Joint Stock Company (MIS). MIS owns, directly or through its subsidiary, hundreds of base transceiver stations throughout Vietnam; and
- Advised Mekong Capital in its acquisition of a minority stake in Maison, a Vietnamese company engaging in fashion retails and Mobile World, a leading mobile distributor in Vietnam.